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EXHIBIT 10.35
FIRST AMENDMENT TO PLEDGE AGREEMENT
THIS FIRST AMENDMENT TO PLEDGE AGREEMENT, dated as of February 15,
1997 ("Amendment"), among SPECIALTY EQUIPMENT COMPANIES, INC. (the "Pledgor"),
BARCLAYS BANK PLC, NEW YORK BRANCH, on behalf of itself and as agent for
SHAWMUT CAPITAL CORPORATION ("Barclays"), BANK OF AMERICA ILLINOIS ("BAI"), and
AMALGAMATED BANK OF CHICAGO, as Trustee (as defined in the Pledge Agreement
referred to below).
1. RECITALS
1.1 The Pledgor, Barclays and the Trustee entered into a Pledge
Agreement, dated as of February 1, 1995 (the "Pledge Agreement").
1.2 The Pledgor, Barclays, the Trustee and BAI desire to amend the
Pledge Agreement as provided herein to reflect that the letter of credit issued
by Barclays referred to in the Pledge Agreement has been replaced by a letter
of credit issued by BAI.
2. DEFINITIONS
Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to them in the Pledge Agreement.
3. AMENDMENT
3.1. The Pledge Agreement is hereby amended by causing all
references therein to the Bank to mean BAI and all references therein to the
Bank shall not mean or include Barclays from and after the date hereof.
3.2. Section 21 of the Pledge Agreement is hereby deleted and the
following is inserted in its stead:
"SECTION 21. GOVERNING LAW; TERMS. This Agreement shall be
governed by and construed in accordance with the laws of the State of
Illinois. Unless otherwise defined herein or in the Reimbursement
Agreement, terms defined in Article 9 of the Uniform Commercial Code
in effect from time to time in the State of Illinois are used herein
as therein defined."
4. MISCELLANEOUS
4.1. LIMITED NATURE OF AMENDMENTS. The parties hereto acknowledge
and agree that the terms and provisions of this Amendment amend, add to and
constitute a part of the Pledge Agreement. Except as expressly modified and
amended by the terms of this Amendment, all of the other terms and conditions
of the Pledge Agreement and all documents executed in connection therewith or
referred to or incorporated therein remain in full force and effect and are
hereby ratified, reaffirmed, confirmed and approved.
4.2. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original.
4.3. REPRESENTATIONS AND WARRANTIES. The Pledgor represents and
warrants to Lender as follows: (A) the Pledgor has all necessary power and
authority to execute and deliver this Amendment and perform its obligations
hereunder; (B) this Amendment and the Pledge Agreement, as amended hereby,
constitute the legal, valid and binding obligations of the Pledgor and are
enforceable against the Pledgor in accordance with their terms; and (C) all
representations and warranties of the Pledgor contained in the Pledge Agreement
are true and complete as of the date hereof.
4.4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year set forth above.
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SPECIALTY EQUIPMENT COMPANIES, INC.
By:
Title:
BARCLAYS BANK PLC, NEW YORK BRANCH
By:
Title:
BANK OF AMERICA ILLINOIS
By:
Title:
AMALGAMATED BANK OF CHICAGO, as Trustee
By:
Title:
AMALGAMATED BANK OF CHICAGO, as Agent
under the Pledge Agreement
By:
Title:
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